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Memorandum Of Association And Articles Of Association Of A Company
"I need a Memorandum Of Association And Articles Of Association Of A Company for a UAE-based technology startup with three international shareholders (from UK, Singapore, and India) planning to operate in Dubai Internet City from March 2025, with specific provisions for share vesting and technology IP protection."
1. Parties: Details of the founding shareholders/incorporators including full names, nationalities, and passport/Emirates ID details
2. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation
3. Company Name and Form: Legal name of the company in English and Arabic, and its legal form (LLC, PJSC, etc.)
4. Registered Office: Official registered address of the company in the UAE
5. Objects of the Company: Detailed description of permitted business activities
6. Duration: Term of the company's existence (typically unlimited)
7. Share Capital: Amount of authorized and issued share capital, number and types of shares
8. Share Transfer Restrictions: Rules and procedures governing the transfer of shares
9. Management Structure: Composition and powers of the board of directors/managers
10. Shareholders' Meetings: Procedures for conducting general assemblies and voting rights
11. Financial Year and Accounts: Financial year definition and requirements for maintaining accounts
12. Dividend Distribution: Rules for calculation and distribution of profits
13. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Preemptive Rights: Used when shareholders want specific rights to purchase new shares before they're offered to others
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale
3. Drag-Along Rights: Used when majority shareholders want the right to force minority shareholders to join in the sale of the company
4. Special Share Class Rights: Required when company has multiple share classes with different rights
5. Executive Committee: Include when company needs an additional management layer below board level
6. Reserved Matters: Used when certain decisions require special majority or unanimous approval
7. Non-Competition and Confidentiality: Include when shareholders are involved in similar businesses
8. Deadlock Resolution: Important for 50-50 joint ventures or where major disputes need specific resolution mechanisms
1. Share Capital Distribution: Detailed breakdown of shareholding structure including number of shares and percentage ownership
2. Licensed Activities: Complete list of licensed business activities with their respective codes
3. Initial Directors/Managers: List of first directors or managers with their details and powers
4. Shareholders' Contact Details: Complete contact information for all shareholders for official notices
5. Powers of Attorney: Standard form of powers of attorney for company representatives
6. Company Seal: Specimen of official company seal and signing requirements
7. Internal Policies: Basic internal policies required for company operations
Authors
Articles
Board
Business Day
Chairman
Company
Corporate Documents
Director
Emirates ID
Financial Year
General Assembly
License
Manager
Memorandum
Ministry
Ordinary Resolution
Register
Registered Office
Registrar
Secretary
Share
Share Capital
Shareholder
Special Resolution
Trade License
Trade Name
Transfer
UAE
UAE Dirham
Ultimate Beneficial Owner
Working Hours
Share Capital
Share Transfer
Management Powers
Board Composition
Shareholder Rights
Voting Rights
General Assembly
Financial Matters
Dividend Distribution
Reserved Matters
Corporate Governance
Appointment Rights
Termination
Dissolution
Confidentiality
Dispute Resolution
Notices
Amendment
Compliance
Share Certificates
Board Meetings
Shareholder Meetings
Quorum Requirements
Pre-emptive Rights
Tag Along Rights
Drag Along Rights
Conflict of Interest
Related Party Transactions
Powers of Attorney
Financial Services
Real Estate
Technology
Manufacturing
Trading
Professional Services
Healthcare
Education
Construction
Hospitality
Retail
Logistics
Consulting
Energy
Media
Telecommunications
Legal
Compliance
Corporate Governance
Board Secretariat
Corporate Affairs
Risk Management
Executive Management
Shareholder Relations
Regulatory Affairs
Chief Executive Officer
Chief Legal Officer
Legal Director
Corporate Secretary
Compliance Manager
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Chief Operating Officer
Company Secretary
General Counsel
Shareholder Relations Manager
Risk Manager
Corporate Affairs Director
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